Support Agreements shall have the meaning set forth in the Recitals.
Surviving Corporation shall have the meaning set forth in the Recitals.
Takeover Law shall mean any moratorium, control share acquisition, business combination, fair price or other form of anti-takeover Laws of any jurisdiction or other applicable Laws that purport to limit or restrict business combinations or the ability to limit or restrict business combinations or the ability to acquire or to vote shares.
Tax shall mean all U.S. federal, state, local or foreign taxes, imposts, levies or other similar assessments, including any net income, capital gains, gross income, gross receipts, sales, use, transfer, ad valorem, franchise, profits, license, capital, withholding, payroll, estimated, employment, excise, goods and services, severance, stamp, occupation, premium, property, social security, environmental, alternative or add-on, value added, registration, occupancy, capital stock, unincorporated business, unemployment, disability, workers compensation, accumulated earnings, personal holding company, annual reports, windfall profits or other taxes, duties or levies of any nature whatsoever, or similar charges or assessments, imposed by any Governmental Authority, together with all interest, penalties or additions to tax imposed with respect thereto.
Tax Proceedings shall mean any audit, examination, investigation, claim, contest, dispute, litigation or other proceeding with respect to Taxes or by or against any Taxing Authority.
Tax Returns shall mean any report, return (including any information return), declaration, claim for refund or other document filed or required to be filed with any Taxing Authority or jurisdiction with respect to Taxes, including any attachment thereto and any amendment thereof.
Taxing Authority shall mean any Governmental Authority having or purporting to exercise jurisdiction with respect to any Tax.
Termination Date shall have the meaning set forth in Section 8.1(b).
Termination Expenses and Interest shall have the meaning set forth in Section 8.1(f).
Termination Fee Commitment Letter shall have the meaning set forth in the Recitals.
Trade Secrets shall have the meaning set forth in the definition of Intellectual Property.
Transaction Approvals shall have the meaning set forth in Section 4.3.
Transaction Documents shall have the meaning set forth in Section 9.10.
Transactions shall have the meaning set forth in the Recitals.
Treasury Regulations shall mean the regulations promulgated under the Code, as such regulations may be amended from time to time.